Other Contract Matters. (a) Without limiting the generality ---------------------- or effect of the preceding provisions of this Section 2.3, Seller and Purchaser will jointly use commercially reasonable efforts to effect the bifurcation of any Subdistributor Agreement, Product Contract or Financing Document that relates in part to the marketing, licensing, installation, maintenance and/or support of the Products (or, in the case of any Financing Document, to the purchase of accounts receivable arising out of the foregoing activities) and in part to the marketing, licensing, installation, maintenance and/or support of software or products other than the Products (or, in the case of any Financing Document, to the purchase of accounts receivable arising out of the foregoing activities) (collectively, the "Multi-Product Contracts"). Except as may be otherwise agreed upon by the parties hereto on a case-by-case basis, to the fullest extent reasonably practicable, in effecting such bifurcation (i) Purchaser will or will cause a Purchasing Subsidiary to enter into a new agreement with the applicable Subdistributor, customer or Financing Provider relating to the marketing, licensing, installation, maintenance and/or support of the Products (or, in the case of any Financing Provider, relating to the accounts receivable arising out of the foregoing activities) and (ii) Seller will or, as applicable, cause the Assigning Subsidiaries to enter into a new agreement or amend the existing Subdistributor Agreement, Product Contract or Financing Document to exclude the Products from the software and/or products marketed, licensed, installed, maintained and/or supported thereunder (or, in the case of any Financing Document, to exclude the accounts receivable arising out of the marketing, licensing, installation, maintenance and/or support of the Products therefrom).
(b) Promptly after the Closing, each of Seller and Purchaser will instruct all Subdistributors and all customers under the Subdistributor Agreements and Product Contracts (both in connection with the bifurcation of Multi-Product Contracts and otherwise) to pay all amounts due and payable under such Subdistributor Agreements and Product Contracts (and under any successor agreements or contracts resulting from the bifurcation thereof) to Seller (or, if applicable, to an Assigning Subsidiary), on the one hand, and/or to Purchaser (or, if applicable, to a Purchasing Subsidiary), on the other hand, in accordance with the respective right, t...
Other Contract Matters. 12.1 DB agrees not to solicit, hire, contract with or engage directly or through any other entity, the employment or services of any consultant or former consultant of SLNN, who worked at DB's site, during the period of and for two years after the termination of this Agreement. If SLNN agrees in writing to permit its consultants to be employed by DB, DB shall pay SLNN a placement fee which is calculated as follows: if the consultant is employed within the first six months of his starting work with DB then the placement fee is equal to eighteen percent (18%) of SLNN's annualized billing; if after six months but before twelve months, the fee is fifteen percent (15%); and after one year, the fee is twelve percent (12%).
12.2 SLNN will apply the Employment pass for the consultant to work in DB in Singapore. However, for some unknown reasons if the Singapore Immigration does not grant the visa for the consultant, SLNN will not be liable for any loses or legal actions from the DB.
